UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE RAYMOND CORPORATION
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(Name of Issuer)
Common Stock, Par Value $1.50
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(Title of Class of Securities)
754688-10-9
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(CUSIP Number)
Joseph F. Mazzella, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 17, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [x]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.) [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(a)for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 754688-10-9 Page 2 of 7 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Joseph F. Mazzella
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
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3 SEC Use Only
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4 Source of Funds* PF
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power 2500
Number of -----------------------------------------------------------
Shares 8 Shared Voting Power 0
Beneficially
Owned by -----------------------------------------------------------
Each 9 Sole Dispositive Power 2500
Reporting
Person With -----------------------------------------------------------
10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 2500
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) .02%
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14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 754688-10-9 Page 3 of 7 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Jonathan G. Guss
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
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3 SEC Use Only
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4 Source of Funds* PF
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power 7,000
Number of -----------------------------------------------------------
Shares 8 Shared Voting Power 0
Beneficially
Owned by -----------------------------------------------------------
Each 9 Sole Dispositive Power 7,000
Reporting
Person With -----------------------------------------------------------
10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) .06%
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14 Type of Reporting Person* PF
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP NO. 754688-10-9 Page 4 of 7
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Item 1. Security and Issuer
Securities acquired: Common Stock, par value $1.50 ("Common Stock")
Issuer: The Raymond Corporation
Principal Executive Offices: South Canal Street
Greene, New York 13778
Item 2. Identity and Background
This Schedule is being filed jointly by the following reporting persons
(hereinafter sometimes collectively referred to as the "Reporting Persons")
pursuant to an Agreement of Joint Filing attached hereto as Exhibit A.
Information about each of the Reporting Persons, their business addresses and
their principal occupations, is as set forth below:
(i) Joseph F. Mazzella is an individual with a business address of
101 Federal Street, Boston, Massachusetts 02110. Mr. Mazzella
is a partner in the firm of Lane Altman & Owens LLP, a law
firm in Boston, Massachusetts.
(ii) Jonathan G. Guss is an individual with a business address of
Active Management Group, 47 Conrad Drive, Jackson, Tennessee
38305. Mr. Guss is President of Active Management Group, Inc.,
a firm that provides turnaround management services and which
has a business address of 1418 So.
5th Street, Tacoma, Washington 98405.
Each of the Reporting Persons is a citizen of the United States. No
events have occurred with respect to any of the Reporting Persons which would be
required to be reported under the provisions of parts (d) or (e) of this Item 2.
Item 3. Source and Amount of Funds
Each of the Reporting Persons used personal funds to purchase Common
Stock of the Issuer. The amount of funds used by each of the Reporting Persons
to purchase Common Stock of the Issuer was as follows: Joseph F. Mazzella,
$53,437.50 (including $21,750 of funds in a retirement account for the benefit
of Mr. Mazzella); Jonathan G. Guss, $150,500.
Item 4. Purpose of the Transaction
Each of the Reporting Persons have indicated to Bedford Falls
Investors, L.P., a Delaware limited partnership ("Bedford") and affiliate of
Metropolitan Capital Advisors, Inc. ("Metropolitan Capital") a willingness to
serve as nominee for election as a director of the Issuer. Metropolitan Capital
has announced its intention to undertake changes in the Issuer's Board of
Directors with the intent of causing the Issuer to take steps to fully explore a
sale or merger of the Company. By virtue of its affiliation with Bedford, and as
a result of having entered into voting agreements with certain persons holding
Common stock of the Issuer, Metropolitan Capital may be deemed to be the
beneficial owner of 2,572,684 shares (24.27%) of Common Stock of the Issuer, not
including the shares reported herein as owned by Messrs. Guss and Mazzella. It
is the understanding among the Reporting Persons, Bedford and Metropolitan
Capital that each will vote the shares of Common Stock beneficially owned by
them in support of Nominees of Metropolitan Capital. Metropolitan Capital is a
reporting person on a Schedule 13D filed on February 18, 1997.
<PAGE>
CUSIP NO. 754688-10-9 Page 5 of 7
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Item 5. Interest in Securities of the Issuer
Joseph F. Mazzella is the beneficial owner of 2500 shares of Common
Stock (including 1,000 shares held by a retirement account of which Mr. Mazzella
is a beneficiary) purchased on February 14, 1997, for a price of $21.750 per
share.
Jonathan G. Guss is the beneficial owner of 7,000 shares of Common
Stock purchased on February 14, 1997, for a price of 21.500 per share.
Item 6. Contracts, Arrangements, Understandings and Relationships with Respect
to Securities of the Issuer
The Reporting Persons, by virtue of their consent given to Metropolitan
Capital to serve as candidates for election to the Issuer's Board of Directors,
and thereby to act together to influence control over the Issuer, may be
considered to have formed a "group" for purposes of Section 13(d) under the
Securities and Exchange Act of 1934, and the rules thereunder. Other than as
described herein, the existence of a group is disclaimed by the Reporting
Persons.
Metropolitan Capital and affiliates have agreed to indemnify each of
the Reporting Persons against all expenses, costs and other liabilities which
may arise as a result of their serving as candidates for election as directors
of the Issuer.
Item 7. Material to be Filed as Exhibits
Exhibit A. Agreement of Joint Filing
CUSIP NO. 754688-10-9 Page 6 of 7
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
/s/ Joseph F. Mazzella
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Joseph F. Mazzella
Dated as of: February 26, 1997
CUSIP NO. 754688-10-9 Page 7 of 7
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
/s/ Jonathan G. Guss
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Jonathan G. Guss
Dated as of: February 26, 1997
EXHIBIT A
AGREEMENT OF JOINT FILING
THE RAYMOND CORPORATION
COMMON STOCK PAR VALUE $1.50
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the join filing on behalf of each of them of a Statement on Schedule 13D and
any and all amendments thereto, with respect to the above referenced securities
and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
this 26th day of February, 1997.
/s/ Joseph F. Mazzella /s/ Jonathan G. Guss
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Joseph F. Mazzella Jonathan G. Guss
